10-Q 1 a2018033110-q.htm 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to

Commission File Number: 1-4018
doverlogoa03.jpg
(Exact name of registrant as specified in its charter)
Delaware
53-0257888
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
3005 Highland Parkway
 
Downers Grove, Illinois
60515
(Address of principal executive offices)
(Zip Code)
(630) 541-1540
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer o
Non-accelerated filer o
(Do not check if smaller reporting company)
Smaller reporting company o
 
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o  No  þ

The number of shares outstanding of the Registrant’s common stock as of April 20, 2018 was 154,677,787.



Dover Corporation
Form 10-Q
Table of Contents

Page
 
 
 
 
 
 
 
 
 
 
 







Item 1. Financial Statements

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)

 
Three Months Ended March 31,
 
2018
 
2017
Revenue
$
1,921,579

 
$
1,813,372

Cost of goods and services
1,212,638

 
1,152,198

Gross profit
708,941

 
661,174

Selling, general and administrative expenses
514,149

 
486,260

Operating earnings
194,792

 
174,914

Interest expense
35,807

 
36,409

Interest income
(2,058
)
 
(2,580
)
Gain on sale of businesses

 
(90,093
)
Other expense (income), net
286

 
(794
)
Earnings before provision for income taxes
160,757

 
231,972

Provision for income taxes
29,322

 
59,725

Net earnings
$
131,435

 
$
172,247

Net earnings per share:
 
 
 
Basic
$
0.85

 
$
1.11

Diluted
$
0.84

 
$
1.09

Weighted average shares outstanding:
 
 
 
Basic
154,520

 
155,540

Diluted
157,090

 
157,399

Dividends paid per common share
$
0.47

 
$
0.44

 

See Notes to Condensed Consolidated Financial Statements



1


DOVER CORPORATION 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)

 
Three Months Ended March 31,
 
2018
 
2017
Net earnings
$
131,435

 
$
172,247

Other comprehensive earnings (loss), net of tax
 
 
 
Foreign currency translation adjustments:
 
 
 
Foreign currency translation gains
52,308

 
39,897

Reclassification of foreign currency translation losses to earnings

 
3,875

Total foreign currency translation adjustments
52,308

 
43,772

Pension and other post-retirement benefit plans:
 
 
 
Amortization of actuarial losses included in net periodic pension cost
1,939

 
1,338

Amortization of prior service costs included in net periodic pension cost
743

 
702

Total pension and other post-retirement benefit plans
2,682

 
2,040

Changes in fair value of cash flow hedges:
 
 
 
Unrealized net gains arising during period
1,362

 
78

Net gains reclassified into earnings
(253
)
 
(217
)
Total cash flow hedges
1,109

 
(139
)
Other

 
337

Other comprehensive earnings
56,099

 
46,010

Comprehensive earnings
$
187,534

 
$
218,257



See Notes to Condensed Consolidated Financial Statements


2


DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
March 31, 2018
 
December 31, 2017
Assets
Current assets:
 
 
 
Cash and cash equivalents
$
367,222

 
$
753,964

Receivables, net of allowances of $39,751 and $39,232
1,414,941

 
1,385,567

Inventories
972,893

 
878,635

Prepaid and other current assets
196,943

 
188,954

Total current assets
2,951,999

 
3,207,120

Property, plant and equipment, net
1,030,645

 
999,772

Goodwill
4,682,939

 
4,591,912

Intangible assets, net
1,609,728

 
1,609,927

Other assets and deferred charges
267,729

 
248,922

Total assets
$
10,543,040

 
$
10,657,653

Liabilities and Stockholders' Equity
Current liabilities:
 

 
 

Notes payable and current maturities of long-term debt
$
426,251

 
$
581,102

Accounts payable
997,704

 
979,446

Accrued compensation and employee benefits
201,436

 
258,394

Accrued insurance
103,580

 
101,910

Other accrued expenses
326,662

 
356,099

Federal and other income taxes
24,955

 
21,242

Total current liabilities
2,080,588

 
2,298,193

Long-term debt
3,032,003

 
2,986,702

Deferred income taxes
438,016

 
438,841

Noncurrent income tax payable
98,954

 
108,497

Other liabilities
447,857

 
442,240

Stockholders' equity:
 

 
 

Total stockholders' equity
4,445,622

 
4,383,180

Total liabilities and stockholders' equity
$
10,543,040

 
$
10,657,653



See Notes to Condensed Consolidated Financial Statements


3


DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)

 
Common stock $1 par value
 
Additional paid-in capital
 
Treasury stock
 
Retained earnings
 
Accumulated other comprehensive loss
 
Total stockholders' equity
Balance at December 31, 2017
$
256,992

 
$
942,485

 
$
(5,077,039
)
 
$
8,455,501

 
$
(194,759
)
 
$
4,383,180

Adoption of ASU 2018-02 (1)

 

 

 
12,856

 
(12,856
)
 

Cumulative catch-up adjustment related to Adoption of Topic 606 (1)

 

 

 
175

 

 
175

Net earnings

 

 

 
131,435

 

 
131,435

Dividends paid

 

 

 
(72,691
)
 

 
(72,691
)
Common stock issued for the exercise of share-based awards
290

 
(15,229
)
 

 

 

 
(14,939
)
Stock-based compensation expense

 
7,314

 

 

 

 
7,314

Common stock acquired

 

 
(44,977
)
 

 

 
(44,977
)
Other comprehensive earnings, net of tax

 

 

 

 
56,099

 
56,099

Other, net

 
26

 

 

 

 
26

Balance at March 31, 2018
$
257,282

 
$
934,596

 
$
(5,122,016
)
 
$
8,527,276

 
$
(151,516
)
 
$
4,445,622

 (1) See Note 20 — Recent Accounting Pronouncements and Note 3 — Revenue for additional information.

See Notes to Condensed Consolidated Financial Statements


4


DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2018
 
2017
Operating Activities:
 
 
 
Net earnings
$
131,435

 
$
172,247

Adjustments to reconcile net earnings to cash from operating activities:
 
 
 
Depreciation and amortization
98,023

 
95,598

Stock-based compensation expense
7,314

 
12,805

Gain on sale of businesses

 
(90,093
)
Cash effect of changes in assets and liabilities:
 
 
 
Accounts receivable, net
(2,609
)
 
(23,207
)
Inventories
(73,106
)
 
(75,605
)
Prepaid expenses and other assets
(17,332
)
 
(8,189
)
Accounts payable
3,254

 
43,833

Accrued compensation and employee benefits
(67,954
)
 
(42,186
)
Accrued expenses and other liabilities
(31,503
)
 
(41,782
)
Accrued and deferred taxes, net
(52
)
 
41,572

Other, net
(12,275
)
 
(6,067
)
Net cash provided by operating activities
35,195

 
78,926

Investing Activities:
 

 
 

Additions to property, plant and equipment
(58,361
)
 
(43,114
)
Acquisitions, net of cash and cash equivalents acquired
(68,385
)
 

Proceeds from sale of property, plant and equipment
2,365

 
1,273

Proceeds from sale of businesses
2,069

 
120,397

Other
(13,710
)
 
2,369

Net cash (used in) provided by investing activities
(136,022
)
 
80,925

Financing Activities:
 

 
 

Purchase of common stock
(44,977
)
 

Change in commercial paper and notes payable
195,066

 
(15,900
)
Dividends paid to stockholders
(72,691
)
 
(68,516
)
Payments to settle employee tax obligations on exercise of share-based awards
(14,943
)
 
(8,877
)
Repayment of long-term debt
(350,000
)
 

Other
(1,558
)
 

Net cash used in financing activities
(289,103
)
 
(93,293
)
Effect of exchange rate changes on cash and cash equivalents
3,188

 
(174
)
Net (decrease) increase in cash and cash equivalents
(386,742
)
 
66,384

Cash and cash equivalents at beginning of period
753,964

 
349,146

Cash and cash equivalents at end of period
$
367,222

 
$
415,530



See Notes to Condensed Consolidated Financial Statements

5

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)


1. Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2017, included in the Company's Annual Report on Form 10-K/A filed with the SEC on February 16, 2018. The year end Condensed Consolidated Balance Sheet was derived from audited financial statements. Certain amounts in the prior year have been reclassified to conform to the current year presentation.  

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. The Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

2. Planned Spin-off of Certain Energy Businesses

On April 18, 2018, Dover announced that its Board of Directors had formally approved the separation of Apergy Corporation (“Apergy”) from Dover through the distribution of all of the common stock of Apergy held by Dover to Dover shareholders. Apergy holds entities conducting the upstream energy businesses within the Dover Energy segment. The distribution is expected to be made at 12:01 a.m. ET on May 9, 2018 to Dover stockholders of record as of 5:00 p.m. ET on April 30, 2018, the record date for the distribution. On the distribution date, Dover stockholders will receive one share of Apergy common stock for every two shares of Dover common stock held as of the record date. Following the spin-off, Apergy will be an independent, publicly traded company that provides highly engineered products that help companies drill for and produce oil and gas efficiently and safely, and Dover will retain no ownership interest in Apergy.
The Company incurred $11,746 of costs associated with the separation during the three months ended March 31, 2018, reported in Selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings. These costs primarily relate to professional fees associated with preparation of regulatory filings and separation activities within finance, legal and information system functions. Upon completion of the spin-off, the historical results of Apergy will be presented as discontinued operations as the spin-off represents a strategic shift in operations with a material impact to the Condensed Consolidated Financial Statements. Following completion of the spin-off, the retained Bearings & Compression and Tulsa Winch Group businesses, which were historically reported within the Energy segment, will become a part of the Fluids and Engineered Systems segments, respectively.

On April 19, 2018, Apergy entered into a purchase agreement pursuant to which Apergy has agreed to issue and sell $300.0 million in aggregate principal amount of its 6.375% senior notes due 2026 in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The offering of the notes is expected to close on May 3, 2018, subject to the satisfaction of customary closing conditions. Concurrently with the closing of the offering, the gross proceeds will be deposited into an escrow account.  The escrowed funds will be released to Apergy upon the satisfaction of certain conditions, including the consummation of its spin-off from Dover. Following the release of the proceeds from escrow, Apergy intends to use the net proceeds from the offering, together with borrowings under a new $415.0 million senior secured term loan facility that Apergy expects to enter into in connection with its spin-off from Dover, to fund a one-time cash payment of approximately $700 million to Dover and to pay fees and expenses incurred in connection with the financing transactions. Dover anticipates returning the proceeds to shareholders as the primary source of funding for $1 billion of share repurchases started in December 2017.

3. Revenue

Revenue from contracts with customers
Effective January 1, 2018, the Company adopted Accounting Standard Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606” or “ASC 606”), using the modified retrospective method applied to those contracts which were not

6

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

completed as of January 1, 2018. Accordingly, all periods prior to January 1, 2018 are presented in accordance with ASC Topic 605, Revenue Recognition ("Topic 605” or “ASC 605”).
Under Topic 606, a contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and where payment terms are identified and collectability is probable. Once the Company has entered a contract, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized as control of promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The amount of revenue recognized takes into account variable consideration, such as discounts and volume rebates.
A majority of the Company’s revenue is short cycle in nature with shipments within one year from order. A small portion of the Company’s revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors.
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it best depicts the nature and amount of the Company’s revenue.
The following table presents revenue disaggregated by end market and segment:
 
Three Months Ended March 31,
 
2018
Printing & Identification
$
282,521

Industrials
364,263

Total Engineered Systems segment
646,784

Fueling & Transport
319,228

Pumps
169,326

Hygenic & Pharma
64,741

Total Fluids segment
553,295

Refrigeration
278,655

Food Equipment
59,580

Total Refrigeration & Food Equipment segment
338,235

Drilling & Production
266,875

Bearings & Compression
74,851

Automation
41,928

Total Energy segment
383,654

Intra-segment eliminations
(389
)
Total Consolidated Revenue
$
1,921,579


The following table presents revenue disaggregated by geography based on the location of the Company's customer:
 
Three Months Ended March 31,
 
2018
United States
$
1,074,241

Europe
396,200

Asia
200,673

Other Americas
163,414

Other
87,051

Total
$
1,921,579


The majority of revenue from our Engineered Systems, Fluids and Refrigeration and Food Equipment segments is generated from sales to customers within the United States and Europe.  The majority of revenue from our Energy segment is generated from sales

7

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

to customers within the United States. Each segment also generates revenue across the other geographies, with no significant concentration of any segment’s remaining revenue.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting under ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. A majority of the Company’s contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty and/or maintenance services. These contracts require judgment in determining the number of performance obligations.

The Company has elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when Dover transfers a promised good or service to a customer, and when the customer pays for that good or service, will be one year or less. Thus, the Company may not consider an advance payment to be a significant financing component, if it is received less than one year before product completion.

The majority of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to a customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation.

The Company may also offer service-type warranties that provide services to the customer, in addition to the assurance that the product complies with agreed-upon specifications. If a warranty is determined to be a service-type warranty, it represents a distinct service and is treated as a separate performance obligation.

For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available.

Over 95% of the Company’s performance obligations are recognized at a point in time that relate to the manufacture and sale of a broad range of products and components. Revenue is recognized when control transfers to the customer upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Less than 5% of the Company’s revenue is recognized over time and relates to the sale of engineered to order equipment or services.

For revenue recognized over time, there are two types of methods for measuring progress and both are relevant to the Company: (1) input methods and (2) output methods. Although this may vary by business, input methods generally are based on costs incurred relative to estimated total costs. Output methods generally are based on a measurement of progress, such as milestone achievement. The businesses use the method and measure of progress that best depicts the transfer of control to the customer of the goods or services to date relative to the remaining goods or services promised under the contract.

Transaction Price Allocated to the Remaining Performance Obligations

At March 31, 2018, we estimated that $52.0 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize approximately 59% of our unsatisfied (or partially unsatisfied) performance obligations as revenue in 2019, with the remaining balance to be recognized in 2020 and thereafter.

Remaining consideration, including variable consideration, from contracts with customers is included in the amounts presented above and primarily consists of extended warranties on products and multi-year maintenance agreements, which are typically recognized as the performance obligation is satisfied.

The Company applied the standard's practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

8

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)


Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers:
 
March 31, 2018
 
At Adoption
Contract assets
$
3,760

 
$
4,787

Contract liabilities - current
53,100

 
52,755

Contract liabilities - non-current
9,625

 
9,916


Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date and are recorded in Prepaid and other current assets in the Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current contract liabilities are recorded in Other accrued expenses and non-current contract liabilities are recorded in Other liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized.

Significant changes in contract assets and liabilities balances during the period are as follows:
 
Contract Assets
Opening balance at January 1, 2018
$
4,787

Cumulative catch-up adjustment upon transition
701

Changes in the estimate of the stage of completion
1,989

Transferred to receivables from contract assets recognized at the beginning of the period
(3,717
)
Closing balance at March 31, 2018
$
3,760

 
Contract Liabilities
Opening balance at January 1, 2018
$
62,671

Cumulative catch-up adjustment upon transition

Revenue recognized that was included in the contract liability balance at the beginning of the period
(17,670
)
Increases due to cash received, excluding amounts recognized as revenue during the period
16,385

Other
1,339

Closing balance at March 31, 2018
$
62,725


Contract Costs

Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within Cost of goods and services in the Condensed Consolidated Statements of Earnings.

Critical Accounting Estimates

Estimates are used to determine the amount of variable consideration in contracts, the standalone selling price among separate performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company reviews and updates these estimates regularly.

Some contracts with customers include variable consideration primarily related to volume rebates. The Company estimates variable consideration at the most likely amount to determine the total consideration which the Company expects to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available.


9

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Changes in Accounting Policies

The Company adopted Topic 606, effective January 1, 2018, using the modified retrospective method, applying Topic 606 to contracts that are not complete as of the date of initial application. Under the modified retrospective method, the cumulative effect of applying the standard has been recognized at the date of initial application, January 1, 2018. The comparative information has not been adjusted and continues to be reported under Topic 605. The Company's accounting policy has been updated to align with Topic 606, and no significant changes to revenue recognition have occurred as a result of the change.

Shipping and handling charges are not considered a separate performance obligation. If revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities must be accrued.
Additionally, all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue. The Company's policy elections related to shipping and handling and taxes have not changed with the adoption of Topic 606.

Under Topic 605, revenue was generally recognized when all of the following criteria were met: a) persuasive evidence of an arrangement exists, b) price is fixed or determinable, c) collectability is reasonably assured and d) delivery has occurred or services have been rendered. The majority of the Company's revenue is generated through the manufacture and sale of a broad range of specialized products and components and revenue was recognized upon transfer of title and risk of loss, which was generally upon shipment. In limited cases, the Company's revenue arrangements with customers required delivery, installation, testing, certification, or other acceptance provisions to be satisfied before revenue was recognized. The Company included shipping costs billed to customers in Revenue and the related shipping costs in Cost of goods and services.

Impact on Financial Statements

The adoption of Topic 606 impacted certain contracts for highly customized customer products that have no alternative use and in which the contract specifies the Company has a right to payment for its costs, plus a reasonable margin. For these contracts, the Company now recognizes revenue over time based on the method and measure of progress that best depicts the transfer of control to the customer of the goods or services to date relative to the remaining goods or services promised under the contract.

The Company recorded a cumulative catch-up adjustment to retained earnings at January 1, 2018 for $0.2 million, related to the impact of adopting Topic 606 under the modified retrospective method.

The impact of adopting Topic 606 was not material to the Company’s consolidated financial statements as of and for the three months ended March 31, 2018.

4. Acquisitions

2018 Acquisitions

During the first quarter, the Company acquired two businesses in separate transactions for total consideration of $68,385, net of cash acquired. These businesses were acquired to complement and expand upon existing operations within the Fluids and Refrigeration & Food Equipment segments. The goodwill recorded as a result of these acquisitions reflects the benefits expected to be derived from product line expansions and operational synergies. The goodwill is non-deductible for U.S. federal income tax purposes for these acquisitions.

On January 2, 2018, the Company acquired 100% of the voting stock of Ettlinger Group ("Ettlinger"), within the Fluids segment for $53,046, net of cash acquired. In connection with this acquisition, the Company recorded goodwill of $36,505 and intangible assets of $20,084, primarily related to customer intangibles. The intangible assets are being amortized over 8 to 15 years.

On January 12, 2018, the Company acquired 100% of the voting stock of Rosario Handel B.V. ("Rosario"), within the Refrigeration & Food Equipment segment for total consideration of $15,339, net of cash acquired. In connection with this acquisition, the Company recorded goodwill of $10,402 and a customer intangible asset of $4,149. The customer intangible asset is being amortized over 10 years.


10

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

2017 Acquisitions

There were no acquisitions during the three months ended March 31, 2017.

Pro Forma Information

The following unaudited pro forma information illustrates the impact of 2018 and 2017 acquisitions on the Company’s revenue and earnings from operations for the three months ended March 31, 2018 and 2017, respectively. In the year 2017, the Company acquired three businesses in separate transactions for total net consideration of $43,142.
 
The unaudited pro forma information assumes that the 2018 and 2017 acquisitions had taken place at the beginning of the prior year, 2017 and 2016, respectively. Unaudited pro forma earnings are adjusted to reflect the comparable impact of additional depreciation and amortization expense, net of tax, resulting from the fair value measurement of intangible and tangible assets relating to the year of acquisition.

The unaudited pro forma effects for the three months ended March 31, 2018 and 2017 were as follows:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Revenue:
 
 
 
 
As reported
 
$
1,921,579

 
$
1,813,372

Pro forma
 
1,921,895

 
1,825,997

Earnings:
 
 
 
 
As reported
 
$
131,435

 
$
172,247

Pro forma
 
133,406

 
171,085

Basic earnings per share:
 
 
 
 
As reported
 
$
0.85

 
$
1.11

Pro forma
 
0.86

 
1.10

Diluted earnings per share:
 
 
 
 
As reported
 
$
0.84

 
$
1.09

Pro forma
 
0.85

 
1.09


5. Disposed Operations

2018

There were no dispositions during the three months ended March 31, 2018.

2017

On February 14, 2017, the Company completed the sale of Performance Motorsports International ("PMI"), a wholly owned subsidiary of the Company that manufactures pistons and other engine related components serving the motorsports and powersports markets. Total consideration for the transaction was $147,313, including cash proceeds of $118,706. We recognized a pre-tax gain on sale of $88,402 for the three months ended March 31, 2017 within Gain on sale of businesses in the Condensed Consolidated Statements of Earnings and recorded a 25% equity method investment at fair value of $18,607 as well as a subordinated note receivable of $10,000.

During the three months ended March 31, 2017, the Company recorded a working capital adjustment for the sale of Tipper Tie in the fourth quarter of 2016 for $1,691. This adjustment is included within Gain on sale of businesses in the Condensed Consolidated Statements of Earnings.

These disposals did not represent strategic shifts in operations and, therefore, did not qualify for presentation as a discontinued operation.


11

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

6. Inventories
 
March 31, 2018
 
December 31, 2017
Raw materials
$
456,192

 
$
445,417

Work in progress
191,150

 
139,175

Finished goods
459,493

 
418,818

Subtotal
1,106,835

 
1,003,410

Less reserves
(133,942
)
 
(124,775
)
Total
$
972,893

 
$
878,635


7. Property, Plant and Equipment, net
 
March 31, 2018
 
December 31, 2017
Land
$
69,634

 
$
68,476

Buildings and improvements
626,014

 
616,282

Machinery, equipment and other
1,988,892

 
1,919,113

Property, plant and equipment, gross
2,684,540

 
2,603,871

Total accumulated depreciation
(1,653,895
)
 
(1,604,099
)
Property, plant and equipment, net
$
1,030,645

 
$
999,772


Depreciation expense totaled $49,133 and $44,718 for the three months ended March 31, 2018 and 2017, respectively.
 
8. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill by reportable operating segments were as follows:
 
Engineered Systems
 
Fluids
 
Refrigeration & Food Equipment
 
Energy
 
Total
Balance at December 31, 2017
$
1,585,397

 
$
1,414,459

 
$
536,699

 
$
1,055,357

 
$
4,591,912

Acquisitions

 
36,505

 
10,402

 

 
46,907

Purchase price adjustments
44

 

 

 
(53
)
 
(9
)
Foreign currency translation
20,826

 
23,649

 
415

 
(761
)
 
44,129

Balance at March 31, 2018
$
1,606,267

 
$
1,474,613

 
$
547,516

 
$
1,054,543

 
$
4,682,939


During the three months ended March 31, 2018, the Company recorded additions of $46,907 to goodwill as a result of the acquisitions discussed in Note 4 — Acquisitions.


12

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:
 
March 31, 2018
 
December 31, 2017
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying Amount
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Customer intangibles
$
2,017,567

 
$
877,085

 
$
1,140,482

 
$
1,977,776

 
$
836,102

 
$
1,141,674

Trademarks
257,469

 
81,308

 
176,161

 
253,934

 
76,344

 
177,590

Patents
161,385

 
133,431

 
27,954

 
160,237

 
130,771

 
29,466

Unpatented technologies
170,029

 
85,734

 
84,295

 
162,613

 
80,984

 
81,629

Distributor relationships
88,610

 
34,259

 
54,351

 
85,794

 
32,092

 
53,702

Drawings & manuals
37,026

 
24,436

 
12,590

 
35,806

 
22,876

 
12,930

Other
35,498

 
22,068

 
13,430

 
34,106

 
21,570

 
12,536

Total
2,767,584

 
1,258,321

 
1,509,263

 
2,710,266

 
1,200,739

 
1,509,527

Unamortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Trademarks
100,465

 

 
100,465

 
100,400

 

 
100,400

Total intangible assets, net
$
2,868,049

 
$
1,258,321

 
$
1,609,728

 
$
2,810,666

 
$
1,200,739

 
$
1,609,927


Amortization expense was $48,890 and $50,880, including acquisition-related intangible amortization of $48,510 and $50,539 for the three months ended March 31, 2018 and 2017, respectively.

9. Restructuring Activities

The Company's restructuring charges by segment were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Engineered Systems
$
1,479

 
$
1,064

Fluids
1,799

 
3,251

Refrigeration & Food Equipment
(87
)
 
1,513

Energy
763

 
185

Corporate
749

 

Total
$
4,703

 
$
6,013

These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:
Cost of goods and services
$
2,343

 
$
4,071

Selling, general and administrative expenses
2,360

 
1,942

Total
$
4,703

 
$
6,013


The restructuring expenses of $4,703 and $6,013 incurred during the three months ended March 31, 2018 and 2017, respectively, were related to restructuring programs initiated during 2018 and 2017. The 2018 restructuring expense includes $3,049 related to rightsizing restructuring programs, largely initiated in the fourth quarter of 2017 and designed to better align the Company's cost structure in preparation for the Apergy separation. The Company also executed restructuring programs to better align the Company's costs and operations with current market conditions through targeted facility consolidations, headcount reductions and other measures to further optimize operations. The Company expects the programs currently underway to be substantially completed in the next 12 months.

The $4,703 of restructuring charges incurred during the first quarter of 2018 primarily included the following items:

The Engineered Systems segment recorded $1,479 of restructuring charges related to programs across the segment focused on headcount reductions and various site and product line moves and exits to reduce ongoing operating expenses.

The Fluids segment recorded $1,799 of restructuring charges as a result of programs and projects across the segment, principally related to headcount reductions and facility consolidations, focused on achieving acquisition integration benefits.


13

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Energy segment recorded $763 of restructuring charges related to various programs across the segment focused on facility consolidations, product line exits and workforce reductions.

Corporate recorded $749 of restructuring charges primarily related to headcount reductions.

The Company’s severance and exit accrual activities were as follows:
 
Severance
 
Exit
 
Total
Balance at December 31, 2017
$
24,955

 
$
8,868

 
$
33,823

Restructuring charges
3,629

 
1,074

 
4,703

Payments
(12,439
)
 
(2,949
)
 
(15,388
)
Other, including foreign currency translation
(174
)
 
(372
)
(1)
(546
)
Balance at March 31, 2018
$
15,971

 
$
6,621

 
$
22,592

(1)
Other activity in exit reserves primarily represents the non-cash write-off of certain long-lived assets and inventory in connection with certain facility closures and product exits.

10. Borrowings

Borrowings consisted of the following:
 
March 31, 2018
 
December 31, 2017
Short-term
 
 
 
Current portion of long-term debt and short-term borrowings
$
851

 
$
350,402

Commercial paper
425,400

 
230,700

Notes payable and current maturities of long-term debt

$
426,251

 
$
581,102


 
 
 
Carrying amount (1)
 
Principal
 
March 31, 2018
 
December 31, 2017
Long-term
 
 
 
 
 
5.45% 10-year notes due March 15, 2018
$
350,000

 
$

 
$
349,918

2.125% 7-year notes due December 1, 2020 (euro-denominated)
300,000

 
369,270

 
354,349

4.30% 10-year notes due March 1, 2021
$
450,000

 
448,923

 
448,831

3.150% 10-year notes due November 15, 2025
$
400,000

 
394,863

 
394,695

1.25% 10-year notes due November 9, 2026 (euro-denominated)
600,000

 
730,722

 
701,058

6.65% 30-year debentures due June 1, 2028
$
200,000

 
198,979

 
198,954

5.375% 30-year debentures due October 15, 2035
$
300,000

 
295,623

 
295,561

6.60% 30-year notes due March 15, 2038
$
250,000

 
247,741

 
247,713

5.375% 30-year notes due March 1, 2041
$
350,000

 
343,670

 
343,600

Other


 
2,307

 
2,034

Total long-term debt


 
3,032,098

 
3,336,713

Less long-term debt current portion
 
 
(95
)
 
(350,011
)
Net long-term debt


 
$
3,032,003

 
$
2,986,702

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were
$17.5 million and $17.6 million as of March 31, 2018 and December 31, 2017, respectively. Total deferred debt issuance costs were $14.4 million and $14.9 million as of March 31, 2018 and December 31, 2017, respectively.

On March 15, 2018, the outstanding 5.45% notes with a principal value of $350.0 million matured. The repayment of debt was funded by the Company's commercial paper program and through a reduction of existing cash balances.


14

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Company maintains a $1.0 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks which expires on November 10, 2020. The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at March 31, 2018 and had a coverage ratio of 10.9 to 1.0. The Company uses the Credit Agreement as liquidity back-up for its commercial paper program and has not drawn down any loans under the facility and does not anticipate doing so. The Company generally uses commercial paper borrowings for general corporate purposes, funding of acquisitions and repurchases of its common stock.

As of March 31, 2018, the Company had approximately $140.4 million outstanding in letters of credit and performance and other guarantees which expire on various dates in 2018 through 2039. These letters of credit are primarily maintained as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which we believe is remote.

11. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases to occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At March 31, 2018 and December 31, 2017, the Company had contracts with U.S. dollar equivalent notional amounts of $228,603 and $115,580, respectively, to exchange foreign currencies, principally the Pound Sterling, Chinese Yuan, Swedish Krona, Swiss Franc, Canadian Dollar and Euro. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of $90,901 and $59,952 as of March 31, 2018 and December 31, 2017, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in Other expense (income), net in the Condensed Consolidated Statements of Earnings.

The following table sets forth the fair values of derivative instruments held by the Company as of March 31, 2018 and December 31, 2017 and the balance sheet lines in which they are recorded:
 
Fair Value Asset (Liability)
 
 
 
March 31, 2018
 
December 31, 2017
 
Balance Sheet Caption
Foreign currency forward
$
1,666

 
$
358

 
Prepaid / Other current assets
Foreign currency forward
(2,504
)
 
(2,243
)
 
Other accrued expenses

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of the Condensed Consolidated Statement of Stockholders' Equity and is reclassified into Cost of goods and services in the Condensed Consolidated Statements of Earnings during the period in which the hedged transaction is recognized. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company’s policy is to contract with highly-rated, diversified counterparties.

The Company has designated the €600,000 and €300,000 of euro-denominated notes issued November 9, 2016 and December 4, 2013, respectively, as hedges of a portion of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt are recognized in foreign currency translation adjustments within Other comprehensive earnings (loss) of the Condensed Consolidated Statements of Comprehensive Earnings to offset changes in the value of the net investment in euro-denominated operations.


15

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Amounts recognized in Other comprehensive earnings (loss) for the gains (losses) on net investment hedges were as follows:
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Loss on euro-denominated debt
 
$
(44,109
)
 
$
(30,521
)
Tax benefit
 
9,263

 
10,682

Net loss on net investment hedges, net of tax
 
$
(34,846
)
 
$
(19,839
)

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017:
 
March 31, 2018
 
December 31, 2017
 
Level 2
 
Level 2
Assets:
 
 
 
Foreign currency cash flow hedges
$
1,666

 
$
358

Liabilities:
 
 
 
Foreign currency cash flow hedges
2,504

 
2,243


In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments.

The estimated fair value of long-term debt, net at March 31, 2018 and December 31, 2017, was $3,307,695 and $3,324,776, respectively, compared to the carrying value of $3,032,003 and $2,986,702, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

The carrying values of cash and cash equivalents, trade receivables, accounts payable and notes payable are reasonable estimates of their fair values as of March 31, 2018, and December 31, 2017 due to the short-term nature of these instruments.

12. Income Taxes

The effective tax rates for the three months ended March 31, 2018 and 2017 were 18.2% and 25.7%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2018 relative to the prior comparable period was principally due to the decrease in the U.S. statutory tax rate from 35% to 21% and other U.S. tax law changes.

The discrete items for the three months ended March 31, 2018 primarily resulted from the net tax benefit from stock exercises, audit settlements, and adjustments to the provisional amount recorded related to U.S. tax reform under Staff Accounting Bulletin No. 118 (“SAB 118”). On December 22, 2017, the SEC staff issued SAB 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the U.S. bill commonly referred to as the Tax Cuts and Jobs Act

16

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

(“Tax Reform Act”). In accordance with the SAB 118 guidance, the Company recognized the provisional tax impacts related to deemed repatriated earnings and the benefit for the revaluation of deferred tax assets and liabilities in its consolidated financial statements for the year ended December 31, 2017. For the three months ended March 31, 2018, the Company has recorded a $1.3 million tax benefit, which resulted in a 0.1% decrease in the effective tax rate, as an adjustment to the provisional estimates primarily driven by the issuance of additional regulatory guidance and changes in interpretations and assumptions the Company has made as a result of the Tax Reform Act. In accordance with SAB 118, any additional adjustment to the financial reporting impact of the Tax Reform Act will be completed by the fourth quarter of 2018.

The discrete items for the three months ended March 31, 2017 principally resulted from the gain on the sale of PMI.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns and in other foreign jurisdictions.  We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately zero to $15.1 million.

13. Equity Incentive Program

The Company typically grants equity awards annually at its regularly scheduled first quarter meeting of the Compensation Committee of the Board of Directors. During the first quarter of 2018, the Company issued stock-settled appreciation rights ("SARs") covering 546,021 shares, performance share awards of 27,015 and restricted stock units ("RSUs") of 102,623.

The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR on the date of grant. Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the SARs is based on the U.S. Treasury yield curve in effect at the time of grant.

The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:
 
SARs
 
2018
 
2017
Risk-free interest rate
2.58
%
 
1.80
%
Dividend yield
1.99
%
 
2.27
%
Expected life (years)
5.6

 
4.6

Volatility
20.95
%
 
21.90
%
 
 
 
 
Grant price
$
97.35

 
$
79.28

Fair value per share at date of grant
$
18.28

 
$
12.63


The performance share awards granted in 2018 and 2017 are considered performance condition awards as attainment is based on Dover's performance relative to established internal metrics. The fair value of these awards was determined using Dover's closing stock price on the date of grant. The expected attainment of the internal metrics for these awards is analyzed each reporting period, and the related expense is adjusted based on expected attainment, if that attainment differs from previous estimates. The cumulative effect on current and prior periods of a change in attainment is recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings in the period of change.  


17

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The fair value and average attainment used in determining stock-based compensation cost for the performance shares issued in 2018 and 2017 is as follows for the three months ended March 31, 2018:
 
Performance shares
 
2018
 
2017
Fair value per share at date of grant
$
97.35

 
$
79.28

Average attainment rate reflected in expense
183.67
%
 
199.32
%

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant.

Stock-based compensation is reported within Selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
 
Three Months Ended March 31,
 
2018
 
2017
Pre-tax stock-based compensation expense
$
7,314

 
$
12,805

Tax benefit
(1,623
)
 
(4,554
)
Total stock-based compensation expense, net of tax
$
5,691

 
$
8,251


14. Commitments and Contingent Liabilities

Litigation

A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes that provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be very small in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate reserves have been established. At March 31, 2018 and December 31, 2017, the Company has reserves totaling $35,031 and $35,353, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable.

The Company and certain of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters, and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date, and the availability and extent of insurance coverage. The Company has reserves for legal matters that are probable and estimable and not otherwise covered by insurance, and at March 31, 2018 and December 31, 2017, these reserves were not significant. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.


18

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within Other accrued expenses and Other liabilities in the Condensed Consolidated Balance Sheet. The changes in the carrying amount of product warranties through March 31, 2018 and 2017, were as follows:
 
2018
 
2017
Beginning Balance, December 31 of the Prior Year
$
62,472

 
$
84,997

Provision for warranties
12,881

 
18,202

Settlements made
(15,614
)
 
(17,633
)
Other adjustments, including acquisitions and currency translation
860

 
805

Ending Balance, March 31
$
60,599

 
$
86,371



15. Employee Benefit Plans

Retirement Plans

The Company offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. In addition, the Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its subsidiaries. The plans’ benefits are generally based on years of service and employee compensation. The Company also provides to certain management employees, through non-qualified plans, supplemental retirement benefits in excess of qualified plan limits imposed by federal tax law.

Upon separation from Dover, Apergy participants in the Dover U.S. pension plan (other than Norris USW participants) will fully vest in their benefits and cease accruing benefits. Dover will retain the obligation and participants will be able to elect lump-sum payments from plan assets post-separation. Such payments could result in a non-cash settlement charge to the Company's fourth quarter 2018 earnings when lump sum payments are expected to be paid out; the amount of which is not currently determinable. Assets and obligations related to the Norris USW participants will be moved to a new plan sponsored by Apergy. 

The following tables set forth the components of the Company’s net periodic expense relating to retirement benefit plans:

Qualified Defined Benefits
 
Three Months Ended March 31,
 
U.S. Plan
 
Non-U.S. Plans
 
2018
 
2017
 
2018
 
2017
Service cost
$
2,984

 
$
3,021

 
$
1,577

 
$
1,317

Interest cost
5,102

 
5,429

 
1,378

 
1,264

Expected return on plan assets
(10,211
)
 
(9,953
)
 
(2,091
)
 
(1,804
)
Amortization:
 
 
 
 
 
 
 
Prior service cost (credit)
87

 
107

 
(115
)
 
(110
)
Recognized actuarial loss
1,931

 
1,396

 
803

 
841

Transition obligation

 

 
1

 
1

Net periodic (income)/expense
$
(107
)
 
$

 
$
1,553

 
$
1,509



19

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Non-Qualified Supplemental Benefits
 
Three Months Ended March 31,
 
2018
 
2017
Service cost
$
695

 
$
618

Interest cost
893

 
1,019

Amortization:
 
 
 
   Prior service cost
963

 
1,102

   Recognized actuarial gain
(255
)
 
(298
)
Net periodic expense
$
2,296

 
$
2,441


Post-Retirement Benefit Plans

The Company also maintains post-retirement benefit plans, although these plans are closed to new entrants. The supplemental and post-retirement benefit plans are supported by the general assets of the Company. The following table sets forth the components of the Company’s net periodic expense relating to its post-retirement benefit plans:
 
Three Months Ended March 31,
 
2018
 
2017
Service cost
$
8

 
$
8

Interest cost
73

 
73

Amortization:
 
 
 
   Prior service cost
3

 
2

   Recognized actuarial gain
(8
)
 
(40
)
Net periodic expense
$
76

 
$
43


The total amount amortized out of accumulated other comprehensive earnings into net periodic pension and post-retirement expense totaled $3,410 and $3,001 for the three months ended March 31, 2018 and 2017, respectively.

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The service cost component is recognized within Selling, general and administrative expenses and Cost of goods and services, depending on the functional area of the underlying employees included in the plans, and the non-operating components of pension costs are included within Other expense (income), net in the Condensed Consolidated Statements of Earnings. See Note 20 — Recent Accounting Pronouncements for additional information.

Defined Contribution Retirement Plans

The Company also offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. The Company’s expense relating to defined contribution plans was $12,710 and $11,358 for the three months ended March 31, 2018 and 2017, respectively.


20

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

16. Other Comprehensive Earnings

The amounts recognized in other comprehensive earnings (loss) were as follows:

 
Three Months Ended
 
Three Months Ended
 
March 31, 2018
 
March 31, 2017
 
Pre-tax
 
Tax
 
Net of tax
 
Pre-tax
 
Tax
 
Net of tax
Foreign currency translation adjustments
$
43,045

 
$
9,263

 
$
52,308

 
$
33,090

 
$
10,682

 
$
43,772

Pension and other post-retirement benefit plans
3,410

 
(728
)
 
2,682

 
3,001

 
(961
)
 
2,040

Changes in fair value of cash flow hedges
1,404

 
(295
)
 
1,109

 
(213
)
 
74

 
(139
)
Other

 

 

 
383

 
(46
)
 
337

Total other comprehensive earnings
$
47,859

 
$
8,240

 
$
56,099

 
$
36,261

 
$
9,749

 
$
46,010

Total comprehensive earnings were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Net earnings
$
131,435

 
$
172,247

Other comprehensive earnings
56,099

 
46,010

Comprehensive earnings
$
187,534

 
$
218,257


Amounts reclassified from accumulated other comprehensive (loss) to earnings during the three months ended March 31, 2018 and 2017 were as follows:
 
Three Months Ended March 31,
 
2018

2017
Foreign currency translation:
 
 
 
Reclassification of foreign currency translation losses to earnings from sale of subsidiary
$

 
$
3,875

Tax benefit

 

Net of tax
$

 
$
3,875

Pension and other postretirement benefit plans:
 
 
 
Amortization of actuarial losses
$
2,471

 
$
1,899

Amortization of prior service costs
939

 
1,102

Total before tax
3,410

 
3,001

Tax benefit
(728
)
 
(961
)
Net of tax
$
2,682

 
$
2,040

Cash flow hedges:
 
 
 
Net gains reclassified into earnings
$
(320
)
 
$
(334
)
Tax expense
67

 
117

Net of tax
$
(253
)
 
$
(217
)

The Company recognizes net periodic pension cost, which includes amortization of net actuarial gains and losses and prior service costs, in both Selling, general and administrative expenses and Cost of goods and services within the Condensed Consolidated Statements of Earnings, depending on the functional area of the underlying employees included in the plans.

Cash flow hedges consist mainly of foreign currency forward contracts. The Company recognizes the realized gains and losses on its cash flow hedges in the same line item as the hedged transaction, such as Revenue, Cost of goods and services, or Selling, general and administrative expenses.


21

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

17. Segment Information

The Company categorizes its operating companies into four distinct reportable segments. Segment financial information and a reconciliation of segment results to consolidated results is as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Revenue:
 
 
 
Engineered Systems
$
646,784

 
$
607,635

Fluids
553,295

 
525,195

Refrigeration & Food Equipment
338,235

 
356,834

Energy
383,654

 
324,088

Intra-segment eliminations
(389
)
 
(380
)
Total consolidated revenue
$
1,921,579

 
$
1,813,372

Earnings:
 
 
 
Segment earnings: (1)
 
 
 
Engineered Systems
$
97,864

 
$
174,398

Fluids
54,511

 
52,639

Refrigeration & Food Equipment
29,182

 
33,562

Energy
54,554

 
41,691

Total segment earnings
236,111

 
302,290

Corporate expense / other (2)
41,605

 
36,489

Interest expense
35,807

 
36,409

Interest income
(2,058
)
 
(2,580
)
Earnings before provision for income taxes
160,757

 
231,972

Provision for income taxes
29,322

 
59,725

Net earnings
$
131,435

 
$
172,247

(1)  
Segment earnings includes non-operating income and expense directly attributable to the segments. Non-operating income and expense includes gain on sale of businesses and other expense (income), net.
(2)
Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services costs and various administrative expenses relating to the corporate headquarters. For the three months ended March 31, 2018, one-time transaction costs associated with the Apergy spin-off were $11.7 million.

18. Share Repurchases

During the three months ended March 31, 2018, the Company repurchased 440,608 shares of common stock under the January 2015 authorization at a total cost of $44,977, or $102.08 per share. There were 5,271,168 shares available for repurchase under this authorization, which expired on January 9, 2018. There were no repurchases during the three months ended March 31, 2017, under the January 2015 authorization.

In February 2018, the Company's Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 20 million shares of its common stock through December 31, 2020. This share repurchase authorization replaced the January 2015 share repurchase authorization. There were no repurchases under the February 2018 authorization during the three months ended March 31, 2018.


22

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

19. Earnings per Share

The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:
 
Three Months Ended March 31,
 
2018
 
2017
Net earnings
$
131,435

 
$
172,247

Basic earnings per common share:
 
 
 
Net earnings
$
0.85

 
$
1.11

Weighted average shares outstanding
154,520,000

 
155,540,000

Diluted earnings per common share:
 
 
 
Net earnings
$
0.84

 
$
1.09

Weighted average shares outstanding
157,090,000

 
157,399,000


The following table is a reconciliation of the share amounts used in computing earnings per share:
 
Three Months Ended March 31,
 
2018
 
2017
Weighted average shares outstanding - Basic
154,520,000

 
155,540,000

Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs
2,570,000

 
1,859,000

Weighted average shares outstanding - Diluted
157,090,000

 
157,399,000


Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of performance shares and RSUs, as determined using the treasury stock method.  

The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately 13,000 for the three months ended March 31, 2018. There were no anti-dilutive shares for the three months ended March 31, 2017.

20. Recent Accounting Pronouncements

Recently Issued Accounting Standards

The following standards, issued by the Financial Accounting Standards Board ("FASB"), will, or are expected to, result in a change in practice and/or have a financial impact to the Company’s Consolidated Financial Statements:

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU provides new guidance about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The entire change in fair value for qualifying hedge instruments included in the effectiveness will be recorded in Other Comprehensive Income ("OCI") and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. The guidance is effective for interim and annual periods for the Company on January 1, 2019, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which amends existing guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. This ASU also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. This guidance will be effective for the Company on January 1, 2019.

During the second half of 2017, the Company developed a project plan to guide the implementation of ASU 2016-02. The Company made progress on this plan including surveying the Company’s businesses, assessing the Company’s portfolio of leases and compiling a central repository of active leases. The Company has evaluated key policy elections and considerations under the standard and is the process of developing internal policies to address the new standard requirements. The Company has also selected

23

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

a lease accounting software solution to support the new reporting requirements and made progress on its configuration and the initial design of the future lease process. Lease data elements, required for lease accounting, are in the process of being extracted for loading into the software solution. While the Company has not yet completed its evaluation of the impact the new lease accounting guidance will have on its Consolidated Financial Statements, the Company expects to recognize right of use assets and liabilities for its operating leases in the Consolidated Balance Sheet upon adoption.

Recently Adopted Accounting Standards

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU allows for the reclassification from Accumulated other comprehensive income ("AOCI") to retained earnings for tax effects resulting from the Tax Reform Act that are stranded in AOCI. ASU 2018-02, however, does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations. The Company early adopted this guidance on January 1, 2018, and elected to reclassify the stranded tax effects from AOCI to retained earnings of $12.9 million. The stranded tax effects were specifically identified and represented the difference between the change in the amount of income tax from 35% to 21%, recognized in AOCI primarily for the deferred tax associated with the pension activity, which were recognized in the Consolidated Statement of Earnings for the year ended December 31, 2017.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU changes the income statement presentation of defined benefit and post-retirement benefit plan expense by requiring separation between operating expense (service cost component of net periodic benefit expense) and non-operating expense (all other components of net periodic benefit expense, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating components are reported outside of operating income. The non-operating components are reported in the Other expense (income), net line item in the Consolidated Statement of Earnings. The Company’s non-service cost components of net periodic benefit cost were a benefit of $1.4 million and $1.0 million during the three months ended March 31, 2018 and 2017, respectively. The impact of this adoption resulted in a reclassification to the Company’s Condensed Consolidated Statement of Earnings for the three months ended March 31, 2017, in which previously reported Selling, general and administrative expenses (“SG&A”) was increased by $1.0 million, with a corresponding $1.0 million decrease to Other expense (income), net. The Company utilized a practical expedient included in the ASU which allowed the Company to use amounts previously disclosed in its pension and other post-retirement benefits note for the prior period as the estimation basis for applying the required retrospective presentation requirements. The Company adopted this guidance on January 1, 2018.

In January 2017, the FASB issued ASU 2017-01, Business combinations (Topic 805): Clarifying the definition of a business, which clarifies the definition of a business and assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under this guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, in order to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. The Company adopted this guidance on January 1, 2018. The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The impact of this adoption resulted in a reclassification to the Company’s Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2017, in which previously reported net cash provided by operating activities increased $0.9 million, with a corresponding $0.9 million decrease in net cash provided by investing activities. The Company adopted this guidance on January 1, 2018.


24

DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance introduced a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also required disclosures sufficient to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments and assets recognized from the costs to obtain or fulfill a contract. The Company adopted this guidance on January 1, 2018.

The Company commenced its assessment of ASU 2014-09 during the second half of 2015 and developed a project plan to guide the implementation. The Company completed this project plan, in which it analyzed the ASU’s impact on the Company's contract portfolio, surveyed the Company's businesses and discussed the various revenue streams, completed contract reviews, compared its historical accounting policies and practices to the requirements of the new guidance, identified potential differences from applying the requirements of the new guidance to its contracts and updated and provided training on its accounting policy. The Company also evaluated new disclosure requirements and identified and implemented appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new guidance. The Company adopted this new guidance using the modified retrospective method that resulted in a cumulative catch-up adjustment of $0.2 million to retained earnings as of the date of adoption.

21. Subsequent Event

On April 18, 2018, Dover announced that its Board of Directors formally approved the separation of Apergy from Dover through a distribution of all of the common stock of Apergy held by Dover to Dover shareholders. In connection with the approval, the Board has also set the distribution ratio, record date and distribution date for the spin-off.

The distribution is expected to be made at 12:01 a.m. ET on May 9, 2018 to Dover stockholders of record as of 5:00 p.m. ET on April 30, 2018, the record date for the distribution. On the distribution date, Dover stockholders will receive one share of Apergy common stock for every two shares of Dover common stock held as of the record date. Following the distribution, Apergy will be an independent, publicly traded company, and Dover will retain no ownership interest in Apergy.


25


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the section below entitled "Special Notes Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance as well as liquidity, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). We believe these measures provide investors with important information that is useful in understanding our business results and trends. Explanations within this MD&A provide more details on the use and derivation of these measures.

OVERVIEW

Dover is a diversified global manufacturer delivering innovative equipment and components, specialty systems, consumable supplies, software and digital solutions and support services through four operating segments: Engineered Systems, Fluids, Refrigeration & Food Equipment and Energy. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.

Dover's four segments are as follows:

Our Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials, and is focused on the design, manufacture and service of critical equipment and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrial end markets.

Our Fluids segment, serving the Fueling & Transport, Pumps and Hygienic & Pharma end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial markets.

Our Refrigeration & Food Equipment segment is a provider of innovative and energy efficient equipment and systems serving the commercial refrigeration and food equipment end markets.

Our Energy segment, serving the Drilling & Production, Bearings & Compression and Automation end markets, is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide and has a strong presence in the bearings and compression components and automation markets.

The following table shows the percentage of total revenue and segment earnings generated by each of our four segments for the three months ended March 31, 2018 and 2017:
 
Revenue
 
Segment Earnings
 
Three Months Ended March 31,
 
Three Months Ended March 31,
 
2018
 
2017
 
2018
 
2017
Engineered Systems
33.7
%
 
33.5
%
 
41.4
%
 
57.7
%
Fluids
28.7
%
 
28.9
%
 
23.1
%
 
17.4
%
Refrigeration & Food Equipment
17.6
%
 
19.7
%
 
12.4
%
 
11.1
%
Energy
20.0
%
 
17.9
%
 
23.1
%
 
13.8
%

In the first quarter of 2018, revenue of $1.9 billion increased 6.0% from $1.8 billion, as compared to the first quarter of 2017. Results were driven by organic revenue growth of 4.3%, acquisition-related revenue growth of 0.6%, which was broad-based across our segments, and a favorable impact from foreign currency translation of 3.8%. This growth was partially offset by a revenue decline of 2.7%, due to disposed businesses primarily in our Engineered Systems and Refrigeration & Food Equipment segments.

The 4.3% organic revenue growth was led by 17.0% organic growth in our Energy segment and 7.7% organic growth in our Engineered Systems segment. Energy segment organic growth was driven by U.S. rig count growth and increased well completion activity. Engineered Systems segment organic growth was driven by broad-based growth across the segment with particular strength

26


in our digital printing and environmental solutions businesses. Fluids segment organic revenue increased 0.1%, reflecting solid activity in industrial pumps and international retail fueling, largely offset by U.S. based expected weakness in Europay, Mastercard and Visa ("EMV") activity. Organic revenue declined 7.2% in our Refrigeration & Food Equipment segment, driven by weak retail refrigeration markets, especially with respect to refrigerated door cases.

From a geographic perspective, our major geographic markets (U.S., Europe and China) all grew year over year.

On April 18, 2018, we announced that our Board of Directors had formally approved the separation of Apergy Corporation (“Apergy”) from Dover through the distribution of all of the common stock of Apergy held by Dover to Dover shareholders. Apergy holds entities conducting our upstream energy businesses within our Energy segment. The distribution is expected to be made at 12:01 a.m. ET on May 9, 2018 to Dover stockholders of record as of 5:00 p.m. ET on April 30, 2018, the record date for the distribution. On the distribution date, Dover stockholders will receive one share of Apergy common stock for every two shares of Dover common stock held as of the record date. The Apergy spin-off has been structured to qualify as a tax-free distribution to U.S. holders of Dover common stock for U.S. federal income tax purposes. Following the spin-off, Apergy will be an independent, publicly traded company that provides highly engineered products that help companies drill for and produce oil and gas efficiently and safely, and Dover will retain no ownership interest in Apergy.

We have incurred $11.7 million of costs for the three months ended March 31, 2018 associated with the separation of Apergy, which were recorded as a corporate expense in Selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings. These costs primarily relate to professional fees associated with preparation of regulatory filings and separation activities within finance, legal and information system functions. Following the completion of the spin-off, the historical results of Apergy will be presented as discontinued operations as the spin-off represents a strategic shift in operations with a material impact to the Condensed Consolidated Financial Statements. Following completion of the spin-off, the retained Bearings & Compression and Tulsa Winch Group businesses, which were historically reported within the Energy segment, will become a part of the Fluids and Engineered Systems segments, respectively.

On April 19, 2018, Apergy entered into a purchase agreement pursuant to which Apergy has agreed to issue and sell $300.0 million in aggregate principal amount of its 6.375% senior notes due 2026 in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The offering of the notes is expected to close on May 3, 2018, subject to the satisfaction of customary closing conditions. Concurrently with the closing of the offering, the gross proceeds will be deposited into an escrow account.  The escrowed funds will be released to Apergy upon the satisfaction of certain conditions, including the consummation of its spin-off from Dover. Following the release of the proceeds from escrow, Apergy intends to use the net proceeds from the offering, together with borrowings under a new $415.0 million senior secured term loan facility that Apergy expects to enter into in connection with its spin-off from Dover, to fund a one-time cash payment of approximately $700 million to Dover and to pay fees and expenses incurred in connection with the financing transactions. Dover anticipates returning the proceeds to shareholders as the primary source of funding for $1 billion of share repurchases started in December 2017.

During the three months ended March 31, 2018, we continued to execute our previously announced rightsizing plans. These actions resulted in approximately $4.4 million of rightsizing and other related costs across our segments as well as at the corporate level. These charges relate to employee reductions, facility consolidations and site closures to better align our cost structure in preparation for the Apergy separation. We incurred rightsizing and other related costs of $1.4 million in Engineered Systems, $1.8 million in Fluids and $1.2 million at the corporate level. These charges were recorded in cost of goods and services, selling, general and administrative expenses and other expense (income), net in the Condensed Consolidated Statement of Earnings.

During the first quarter of 2018, we acquired two businesses for total consideration of $68.4 million, net of cash acquired. We completed the acquisition of Ettlinger Group ("Ettlinger"), a leading manufacturer of filtering solutions for the plastics recycling industry for $53.1 million, net of cash acquired. Ettlinger enhances our ability to serve the plastics and petrochemicals market within our Fluids segment. We also completed the acquisition of Rosario Handel B.V. ("Rosario"), a manufacturer of decorator and base coating machinery used in the production of beverage, food and aerosol cans for total consideration of $15.3 million, net of cash acquired. Rosario enhances our ability to serve the Food Equipment end market within our Refrigeration & Food Equipment segment.

For the three months ended March 31, 2018, we purchased 440,608 shares of common stock for a total cost of $45.0 million, or $102.08 per share. We also paid a total of $72.7 million in dividends to our shareholders for the three months ended March 31, 2018.


27


CONSOLIDATED RESULTS OF OPERATIONS

 
Three Months Ended March 31,
(dollars in thousands, except per share data)
2018
 
2017
 
% Change
Revenue
$
1,921,579

 
$
1,813,372

 
6.0
 %
Cost of goods and services
1,212,638

 
1,152,198

 
5.2
 %
Gross profit
708,941

 
661,174

 
7.2
 %
Gross profit margin
36.9
%
 
36.5
%
 
0.4

 
 
 
 
 
 
Selling, general and administrative expenses
514,149

 
486,260

 
5.7
 %
Selling, general and administrative expenses as a percent of revenue
26.8
%
 
26.8
%
 

 
 
 
 
 
 
Interest expense
35,807

 
36,409

 
(1.7
)%
Interest income
(2,058
)
 
(2,580
)
 
(20.2
)%
Gain on sale of businesses

 
(90,093
)
 
nm*
Other expense (income), net
286

 
(794
)
 
nm*
 
 
 
 
 
 
Provision for income taxes
29,322

 
59,725

 
(50.9
)%
Effective tax rate
18.2
%
 
25.7
%
 
(7.5
)
 
 
 
 
 
 
Net earnings
131,435

 
172,247

 
(23.7
)%
Net earnings per common share - diluted
$
0.84

 
$
1.09

 
(22.9
)%
* nm - not meaningful 

Revenue

In the first quarter of 2018, revenue increased $108.2 million, or 6.0%, from the comparable period. Results included organic revenue growth of 4.3%, acquisition-related revenue growth of 0.6%, and a favorable impact from foreign currency translation of 3.8%. This growth was partially offset by a revenue decline of 2.7% due to disposed businesses primarily within our Engineered Systems and Refrigeration & Food Equipment segments. Customer pricing favorably impacted revenue by approximately 0.8% in the first quarter of 2018.

Gross Profit

Gross profit for the three months ended March 31, 2018 increased $47.8 million, or 7.2%, from the comparable period, primarily reflecting the benefits of increased sales volume and rightsizing and other restructuring actions taken in 2017, partially offset by higher material costs. Gross profit margin improved by 40 basis points for the three months ended March 31, 2018 from the comparable period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2018 increased $27.9 million, or 5.7%, from the comparable period, including the impact of $11.7 million of separation costs for Apergy. As a percentage of revenue, selling, general and administrative expenses remained flat at 26.8% for the three months ended March 31, 2018 from the prior year comparable period. Excluding the $11.7 million of separation costs of Apergy, as a percentage of revenue, selling, general, and administrative expenses was 26.1% for the three months ended March 31, 2018, which was a 70 basis points improvement from the prior year comparable period, driven by the benefit of rightsizing and other restructuring actions taken in 2017.


28


Non-Operating Items

Gain on sale of businesses

There was no gain on sale of businesses for the three months ended March 31, 2018. Gain on sale of businesses of $90.1 million for the three months ended March 31, 2017 was due to the sale of Performance Motorsports International ("PMI") during the first quarter of 2017 for a pre-tax gain of $88.4 million, as well as a working capital adjustment for our sale of Tipper Tie in the fourth quarter of 2016.

Income Taxes

The effective tax rates for the three months ended March 31, 2018 and 2017 were 18.2% and 25.7%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2018 relative to the prior comparable period was principally due to the decrease in the U.S. statutory tax rate from 35% to 21% and other U.S. tax law changes.

The discrete items for the three months ended March 31, 2018 primarily resulted from the net tax benefit from stock exercises, audit settlements, and adjustments to the provisional amount recorded related to U.S. tax reform under Staff Accounting Bulletin No. 118 (“SAB 118”). On December 22, 2017, the SEC staff issued SAB 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”). In accordance with the SAB 118 guidance, we recognized the provisional tax impacts related to deemed repatriated earnings and the benefit for the revaluation of deferred tax assets and liabilities in its consolidated financial statements for the year ended December 31, 2017. For the three months ended March 31, 2018, we recorded a $1.3 million tax benefit, which resulted in a 0.1% decrease in the effective tax rate, as an adjustment to the provisional estimates primarily driven by the issuance of additional regulatory guidance and changes in interpretations and assumptions we made as a result of the Tax Reform Act. In accordance with SAB 118, any additional adjustment to the financial reporting impact of the Tax Reform Act will be completed by the fourth quarter of 2018.

The discrete items for the three months ended March 31, 2017 principally resulted from the gain on the sale of PMI.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns and in other foreign jurisdictions.  We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately zero to $15.1 million.

Net Earnings

Net earnings for the three months ended March 31, 2018 decreased 23.7% to $131.4 million, or $0.84 diluted earnings per share from $172.2 million, or $1.09 diluted earnings per share from the comparable period. The decrease in net earnings was attributable to Apergy separation costs of $9.6 million, net of tax, during the three months ended March 31, 2018 and the gain on sale of PMI of $61.7 million, net of tax, recognized during the three months ended March 31, 2017. Excluding these items, net earnings for the three months ended March 31, 2018 increased $30.0 million, or 27.1%. The increase was primarily due to leverage on year over year volume growth in our Energy and Engineered Systems segments, the benefit of lower U.S. tax rates, the benefit of rightsizing and other restructuring actions taken in 2017 and favorable pricing. This increase was partially offset by weakness in the retail refrigeration market served by our Refrigeration & Food Equipment segment and higher material costs.


29


SEGMENT RESULTS OF OPERATIONS

Engineered Systems
Our Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials, and is focused on the design, manufacture and service of critical equipment and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrial end markets.

 
 
Three Months Ended March 31,
(dollars in thousands)
 
2018
 
2017
 
% Change
Revenue:
 
 
 
 
 
 
Printing & Identification
 
$
282,521

 
$
249,238

 
13.4
 %
Industrials
 
364,263

 
358,397

 
1.6
 %
Total
 
$
646,784

 
$
607,635

 
6.4
 %
 
 
 
 
 
 
 
Segment earnings (1)
 
$
97,864

 
$
174,398

 
(43.9
)%
Segment margin (1)
 
15.1
%
 
28.7
%
 
 
 
 
 
 
 
 
 
Segment EBITDA (2)
 
$
116,142

 
$
193,973

 
(40.1
)%
Segment EBITDA margin (2)
 
18.0
%
 
31.9
%
 
 
 
 
 
 
 
 
 
Other measures:
 
 
 
 
 
 
Depreciation and amortization
 
$
18,278

 
$
19,575

 
(6.6
)%
 
 
 
 
 
 
 
Bookings:
 
 
 
 
 
 
Printing & Identification
 
$
284,437

 
$
256,665

 
10.8
 %
Industrials
 
435,137

 
419,455

 
3.7
 %
 
 
$
719,574

 
$
676,120

 
6.4
 %
Backlog:
 
 
 
 
 
 
Printing & Identification
 
$
135,915

 
$
109,347

 
24.3
 %
Industrials
 
350,808

 
310,008

 
13.2
 %
 
 
$
486,723

 
$
419,355

 
16.1
 %
 
 
 
 
 
 
 
Components of revenue growth:
 
 
 
 
 
 
Organic growth
 
 
 
 
 
7.7
 %
Acquisitions
 
 
 
 
 
0.4
 %
Dispositions
 
 
 
 
 
(7.5
)%
Foreign currency translation
 
 
 
 
 
5.8
 %
 
 
 
 
 
 
6.4
 %
(1) Excluding gain on sale of businesses, segment earnings was $97.9 million and $86.0 million for the three months ended March 31, 2018 and 2017, respectively. Segment margin was 15.1% and 14.2% for the three months ended March 31, 2018 and 2017, respectively.
(2) Excluding gain on sale of businesses, segment EBITDA was $116.1 million and $105.6 million for the three months ended March 31, 2018 and 2017, respectively. Segment EBITDA margin was 18.0% and 17.4% for the three months ended March 31, 2018 and 2017, respectively. See "Non-GAAP Disclosures" for definitions of segment EBITDA and segment EBITDA margin.

First Quarter 2018 Compared to the First Quarter 2017

Engineered Systems revenue for the first quarter of 2018 increased $39.1 million, or 6.4%, as compared to the first quarter of 2017, comprised of broad-based organic growth of 7.7% and acquisition-related growth of 0.4% reflecting the acquisition of Caldera in the second quarter of 2017, as well as a favorable impact from foreign currency translation of 5.8%. This increase was partially offset by a 7.5% impact from the 2017 dispositions of PMI and the consumer and industrial winch business of Warn Industries Inc. ("Warn"). Customer pricing favorably impacted revenue by approximately 0.5% in the first quarter of 2018.
 

30


Printing & Identification revenue (representing 43.7% of segment revenue) increased $33.3 million, or 13.4%, as compared to the prior year quarter. Organic revenue of 3.9%, acquisition-related growth of 1.2% from Caldera and a favorable impact from foreign currency translation of 8.3% all contributed to year over year growth. Organic revenue growth was primarily driven by solid activity in our global marking and coding and digital printing businesses.

Industrials revenue (representing 56.3% of segment revenue) increased $5.9 million, or 1.6%, as compared to the prior year quarter. The increase reflects strong organic revenue growth of 10.4% and a favorable impact of foreign currency translation of 3.8% offset by the impact of 2017 dispositions of 12.6%. Organic revenue growth was broad-based, with particular strength in our environmental solutions business.

Engineered Systems segment earnings decreased $76.5 million, or 43.9%, compared to the first quarter of 2017, primarily impacted by the $88.4 million gain recognized from the sale of PMI in the first quarter of 2017. Excluding the PMI gain, as well as earnings of $10.3 million associated with 2017 divested businesses, segment earnings increased by $22.1 million, or 29.2%. This increase was primarily driven by solid conversion on organic volume growth, favorable pricing and productivity initiatives including the benefits of prior year rightsizing actions across both the Printing & Identification and Industrials platforms, partially offset by increases in material costs, most notably steel. Segment margin decreased from 28.7% to 15.1% as compared to the prior year quarter due to the gain from the PMI sale in the first quarter of 2017. Excluding the gain, margins increased from 14.2% to 15.1% from the prior year period.
 
Bookings increased 6.4% for the segment, including organic growth of 8.1%, 4.3% from foreign currency translation and acquisition-related growth of 0.5%, offset, in part, by a 6.5% impact from dispositions. Bookings for our Industrials platform increased 3.7%, compared to the prior year quarter, driven by broad-based organic growth and the favorable impact from foreign currency translation, which more than offset lost bookings from divested businesses. Our Printing & Identification bookings increased 10.8% compared to the prior year quarter, driven by broad-based organic growth and the favorable impact from foreign currency translation. Segment book-to-bill was 1.11.




31


Fluids
Our Fluids segment, serving the Fueling & Transport, Pumps and Hygienic & Pharma end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial markets.
 
 
Three Months Ended March 31,
(dollars in thousands)
 
2018
 
2017
 
% Change
Revenue:
 
 
 
 
 
 
Fueling & Transport
 
$
319,228

 
$
316,101

 
1.0
%
Pumps
 
169,326

 
150,831

 
12.3
%
Hygienic & Pharma
 
64,741

 
58,263

 
11.1
%
 
 
$
553,295

 
$
525,195

 
5.4
%
 
 
 
 
 
 
 
Segment earnings
 
$
54,511

 
$
52,639

 
3.6
%
Segment margin
 
9.9
%
 
10.0
%
 
 
 
 
 
 
 
 
 
Segment EBITDA
 
$
85,423

 
$
81,142

 
5.3
%
Segment EBITDA margin
 
15.4
%
 
15.4
%